--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-257379" form_type: "8-K" ticker: "NERV" cik: "0001598646" company_name: "Minerva Neurosciences, Inc." filed_at: "2026-06-04T20:05:19+00:00" generated_at: "2026-06-04T20:08:30.513514+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Shareholders approve officer exculpation charter amendment; board adopts updated bylaws at annual meeting ## Summary - Shareholders approved exculpation amendment to limit officer liability for monetary damages to full extent under Delaware law. - Shareholders approved elimination of exclusive forum provision from charter. - Board adopted amended bylaws updating advance notice, universal proxy rules, exclusive forum for Securities Act claims. - Elected Dr. David Kupfer and Jan van Heek as directors, each term to 2029. - Ratified Deloitte & Touche as auditor for FY 2026. ## SEC filing metadata - accession: 0001193125-26-257379 - form_type: 8-K - ticker: NERV - cik: 0001598646 - company_name: Minerva Neurosciences, Inc. - filed_at: 2026-06-04T20:05:19+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 3.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/d57321d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-257379 - JSON: https://secwatch.observer/filing/0001193125-26-257379.json - Plain text: https://secwatch.observer/filing/0001193125-26-257379.txt ## Key facts - Shareholder Votes Minerva Neurosciences, Inc. shareholders approved Approval, on an Advisory Basis, of the Frequency of Solicitation of Future Advisory Stockholder Approval of Named Executive Officer Compensation at the 2026-06-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-06-03 source text: Proposal 5: Approval, on an Advisory Basis, of the Frequency of Solicitation of Future Advisory Stockholder Approval of Named Executive Officer Compensation. The Company’s stockholders approved Proposal 5. The voting results were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 30,365,516 1,639 9,934 16,200 4,904,233 evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm - Shareholder Votes Minerva Neurosciences, Inc. shareholders approved Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers at the 2026-06-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-03 source text: Proposal 4: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement. The Company’s stockholders approved Proposal 4. The voting results were as follows: For Against Abstain Broker Non-Votes 27,183,828 3,196,678 12,783 4,904,233 evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm - Shareholder Votes Minerva Neurosciences, Inc. shareholders approved Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate the Exclusive Forum Provision at the 2026-06-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-03 source text: Proposal 3: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Eliminate the Exclusive Forum Provision. The Company’s stockholders approved Proposal 3. The voting results were as follows: For Against Abstain Broker Non-Votes 30,360,809 20,954 11,526 4,904,233 evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm - Shareholder Votes Minerva Neurosciences, Inc. shareholders approved Election of Directors at the 2026-06-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-03 source text: Proposal 1: Election of Directors. Two nominees were elected to serve on the Board until the Company’s 2029 annual meeting of stockholders and until their successors are elected and qualified. The voting results were as follows: Nominee For Withheld Broker Non-Votes Dr. David Kupfer 23,211,099 7,182,190 4,904,233 Jan van Heek 30,369,333 23,956 4,904,233 evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm - Shareholder Votes Minerva Neurosciences, Inc. shareholders approved Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 at the 2026-06-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-03 source text: Proposal 6: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The voting results were as follows: For Against Abstain Broker Non-Votes 35,289,299 7,131 1,092 — evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm - Shareholder Votes Minerva Neurosciences, Inc. shareholders approved Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Reflect Delaware Law Provisions Allowing for the Exculpation of Certain Officers at the 2026-06-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-03 source text: Proposal 2: Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Reflect Delaware Law Provisions Allowing for the Exculpation of Certain Officers. The Company’s stockholders approved Proposal 2. The voting results were as follows: For Against Abstain Broker Non-Votes 27,222,961 3,169,756 572 4,904,233 evidence_url: https://www.sec.gov/Archives/edgar/data/1598646/000119312526257379/0001193125-26-257379-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.